Common use of Share Restriction; Non-Default Clause in Contracts

Share Restriction; Non-Default. a. The Insider agrees that during the Restriction Period, the Insider will not sell or transfer, directly or indirectly, any Common Stock, option, convertible security or any other instrument convertible into or exercisable or exchangeable for Common Stock, or to convert or exercise any such convertible or exercisable instrument (except as may be issued pursuant to the terms of the Company’s approved stock option plan) beneficially owned by such person, unless (i) holders of Debentures representing at least 75% of the aggregate principal amount of the Debentures then outstanding shall have executed a written consent to such sale, transfer or exercise or (ii) for each of the sixty (60) consecutive Trading Days (the “Limitation Measuring Period”) prior to the date of such sale, transfer or exercise, the Registration Statement (as defined in the Registration Rights Agreement between the Company and the Buyers) covering the resale of the Conversion Shares (as defined in the Debentures) shall have been effective and the VWAP (as defined in the Debentures) of the Company’s Common Stock shall have equaled or exceeded 175% of the initial Conversion Price (as defined in the Debentures) (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the Issue Date) for each Trading Day (as defined in the Debentures) during the Limitation Measuring Period (the “Senior Management Limitation”). Insider further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Insider in violation of this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Insider will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding the Insider may sell during the Restriction Period, up to two and one-half percent (2-1/2%) of the amount of shares of Common Stock actually and/or beneficially owned by Insider on the Closing Date (as defined in the Subscription Agreement). In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Insider on the Closing Date be sold during any thirty (30) day period. d. Notwithstanding the foregoing restrictions on transfer, the Insider may, at any time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Insider, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Insider is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin. e. The Insider further agrees not to place into default any debt that is owed to it by the Company or preferred stock of the Company that is held by it during the Restricted Period (“Insiders Non-Default Covenant”). f. Notwithstanding anything to the contrary herein, (i) nothing herein shall prevent the Insider from converting any of its options or convertible securities into Common Stock during the Restriction Period, so long as any resales of the resulting Common Stock are made in conformity with this Agreement, and (ii) nothing herein shall prohibit each Insider from making charitable contributions of up to $100,000 worth of Common Stock without further restriction on the resale thereof by the recipient charity.

Share Restriction; Non-Default. a. The Insider agrees that during the Restriction Period, the Insider will not sell or transfer, directly or indirectly, any Common Stock, option, convertible security or any other instrument convertible into or exercisable or exchangeable for Common Stock, or to convert or exercise any such convertible or exercisable instrument (except as may be issued pursuant to the terms of the Company’s approved stock option plan) beneficially owned by such person, unless (i) holders the Required Holders (as defined in the Certificate of Debentures representing at least 75% of the aggregate principal amount of the Debentures then outstanding Designation) shall have executed a written consent to such sale, transfer or exercise or (ii) for each of the sixty (60) consecutive Trading Days (the “Limitation Measuring Period”) prior to the date of such sale, transfer or exercise, the Registration Statement (as defined in the Registration Rights Agreement between the Company and the Buyers) covering the resale of the Conversion Shares (as defined in the DebenturesCompany’s Certificate of Designation of Series B Preferred Stock (the “Certificate of Designation”)) shall have been effective and the VWAP (as defined in the DebenturesCertificate of Designation) of the Company’s Common Stock shall have equaled or exceeded 175% of the initial Conversion Price (as defined in the DebenturesCertificate of Designation) in effect at the beginning of the Limitation Measuring Period (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the Issue Date) for each Trading Day (as defined in the DebenturesCertificate of Designation) during the Limitation Measuring Period (the “Senior Management Limitation”). Insider further agrees that the Company is authorized to and the Company agrees to place "“stop orders" ” on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Insider in violation of this Agreement. b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Insider will be subject to the provisions of this Agreement. c. The foregoing restrictions notwithstanding the Insider may sell notwithstanding, in any three month period during the Restriction Period, the Insider may sell up to two and one-half percent (2-1/2%) of the amount number of shares of Common Stock (the “Insider Stock”) (including both stock (i) actually and/or beneficially owned by Insider on the Closing Date (Date, as defined in the Subscription Securities Purchase Agreement). In no event may more than one percent , and (1%ii) of the amount of shares of Common Stock actually owned stock acquired by the Insider on in transactions qualifying as Exempt Issuances, as defined in the Closing Date Securities Purchase Agreement) which the Insider would be sold able to sell during such period under the volume restrictions of Rule 144 as promulgated by the Securities and Exchange Commission (the “Rule 144 Limitation Amount”), provided that, in any thirty (30) day periodperiod during the Restriction Period, the Insider may sell no more than one-third ( 1/3) of the Rule 144 Limitation Amount. d. Notwithstanding the foregoing restrictions on transfer, the Insider may, at any time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacyintestacy of up to $100,000, in the aggregate, (ii) to his or her spouse, siblings, parents, parents-in-law or any natural or adopted children or other descendants or to any trust for the direct or indirect benefit of the undersigned or the immediate and/or any such family of the Insidermembers, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Insider is a general partner, provided(iv) to any “Permitted Affiliates” as defined below in this paragraph (b) or (v) as a bona fide pledge to a lender, provided that, in the case of any gift or transfer described in clauses (i), (ii), (iii) or (iiiiv), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" “Permitted Affiliates” means any relationship by bloodperson which is controlled by, marriage controls or adoptionis under common control with, not more remote than first cousin. e. The Insider further agrees not to place into default any debt that is owed to it by the Company Insider. As used in this definition, “control” means the possession, directly or preferred stock indirectly, of the Company that is held by it during power to vote eighty percent (80%) or more of any class of voting securities of such person or to direct or cause the Restricted Period (“Insiders Non-Default Covenant”). f. Notwithstanding anything to the contrary herein, (i) nothing herein shall prevent the Insider from converting any of its options or convertible securities into Common Stock during the Restriction Period, so long as any resales direction of the resulting Common Stock are made in conformity with this Agreementmanagement or policies of that person, and (ii) nothing herein shall prohibit each Insider from making charitable contributions whether through ownership of up to $100,000 worth of Common Stock without further restriction on the resale thereof voting securities, by the recipient charitycontract or otherwise.